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Bitfarms has set a date of October 29, 2024 for its shareholders to hold a special meeting in response to a request submitted by Riot Platforms.
Bitcoin miner Bitfarms has set October 29, 2024 for a special meeting where its shareholders will vote on reconstituting its board of directors. This decision was made after the meeting requested by Riot Platforms on June 24.
Bitfarms stated that shareholders of record as of September 26, 2024 have the right to vote at the meeting, but they are not required to take any action at this time. A special committee of independent board members reviewed the request with the assistance of financial and legal advisors and unanimously set the meeting and registration date.
As reported last month, Bitfarms shareholders will vote at a special meeting on the dismissal of chairman and interim CEO Nicolas Bonta and board member Andrés Finkielsztain. Bitfarms appointed Ben Gagnon as its new CEO on July 8, but Gagnon is not currently on the board, so he has not been targeted. They will also vote on the removal of Fanny Philip, who filled the vacancy after co-founder Emiliano Grodzki was removed from the board at the shareholders’ annual meeting.
Riot’s three proposed candidates for the board are: John Delaney, a government and public affairs expert with experience in the public and private sectors; Amy Freedman, a corporate governance and capital markets expert with more than 25 years of experience; and Ralph Goehring, a finance and energy expert with extensive public company CFO experience.
In its statement, Bitfarms argued that Riot could bring these issues to the agenda at the company’s annual general meeting on May 31 and did not propose a new corporate strategy for the company. Riot has requested that the registration date be set after a hearing before the Ontario Securities Commission on July 22-23 and is seeking to invalidate the company’s shareholder rights plan.
In June, Bitfarms adopted a “poison pill” approach to prevent a potential acquisition. By September 10, if an entity accumulates more than 15% of Bitfarms’ stake, the company will issue new shares and dilute that entity’s stake. However, after September 10, this threshold increases to 20%.
Riot Platforms attempted to acquire Bitfarms for approximately $950 million in April. Last month, Riot said it was ready to talk with a reconstituted Bitfarms board about a possible acquisition, but withdrew its offer to buy the company for $2.30 per share due to the current board’s lack of meaningful involvement.
Since that deal was blocked, Riot has been steadily buying shares to become the largest shareholder in Bitfarms. As of now, Riot owns approximately 60 million shares, or 14.9%, of Bitfarms.
Riot Platforms’ market cap is $2.7 billion, while Bitfarms’ market cap is around $1 billion.
Bitfarms said in a statement on Friday that it is committed to communicating constructively with its shareholders and hopes that Riot will seek to communicate constructively with the company so that Bitfarms does not have to expend its limited cash resources to protect the interests of its shareholders against Riot’s actions.
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